Owner
Post by Franko10 ™ on Sept 9, 2005 12:56:39 GMT -5
Forest Gate Resources Adopts Shareholder Rights Plan (cnw)
MONTREAL, Sept. 9 /CNW/ - President and Chief Executive Officer of Forest Gate Resources Inc. (the "Company") announces the adoption, by the Board of Directors of the Company, of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that may not treat all shareholders equally or fairly. The Company is not aware of any specific take-over bid for the Company that has been made or is contemplated.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on September 8, 2005, as well as one Right in respect of each common share issued after the record date. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian companies. The Plan is not intended to block take-over bids. The Plan includes "Permitted Bid" provisions which do not invoke the dilutive effects of the Plan if a take-over bid is made by way of a take-over bid circular to all shareholders that remains open for a minimum of 60 days and is accepted by not less than 50 percent of the common shares held by independent shareholders. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of the Company or the commencement of a take-over bid that is not a Permitted Bid, in which case the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a discount to the prevailing market price of the shares.
Although the Rights Plan is effective immediately, the Company intends to submit the Plan to the shareholders of the Company for confirmation at the Company's next annual general meeting of shareholders expected to be held in the first half of 2006. If confirmed by the shareholders at this meeting, the Plan will be effective until the annual general meeting of shareholders to be held in 2010 and, if reconfirmed by shareholders at that meeting, will continue in effect until the annual general meeting of shareholders to be held in 2013.
Forest Gate is a publicly traded mineral exploration company with diamond properties in Saskatchewan and Quebec. The company's shares trade under the symbol FGT on the TSX Venture Exchange.
For further information: ROBERT KRAMBERGER, VICE PRESIDENT, SHAREHOLDER RELATIONS, FOREST GATE RESOURCES INC., 866-666-3040, RKRAMBERGER(AT)FORESTGATE.CA, WWW.FORESTGATE.CA OR TREVOR BURNS, PRESIDENT, TIGER CAPITAL CORPORATION, TORONTO, ONTARIO, (416) 252-3663, INVESTOR(AT)TIGERCAPITAL.COM
MONTREAL, Sept. 9 /CNW/ - President and Chief Executive Officer of Forest Gate Resources Inc. (the "Company") announces the adoption, by the Board of Directors of the Company, of a Shareholder Rights Plan to protect the Company's shareholders from unfair, abusive or coercive take-over strategies, including the acquisition of control of the Company through a take-over bid that may not treat all shareholders equally or fairly. The Company is not aware of any specific take-over bid for the Company that has been made or is contemplated.
To implement the Plan, the Board of Directors of the Company authorized the issue of one Right in respect of each common share of the Company outstanding to holders of record on September 8, 2005, as well as one Right in respect of each common share issued after the record date. Initially, the Rights will attach to and trade with the common shares and be represented by certificates representing common shares.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian companies. The Plan is not intended to block take-over bids. The Plan includes "Permitted Bid" provisions which do not invoke the dilutive effects of the Plan if a take-over bid is made by way of a take-over bid circular to all shareholders that remains open for a minimum of 60 days and is accepted by not less than 50 percent of the common shares held by independent shareholders. The Plan will be invoked by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of the Company or the commencement of a take-over bid that is not a Permitted Bid, in which case the Rights separate from the common shares and will entitle holders (other than the acquiring person or group persons) to acquire shares of the Company at a discount to the prevailing market price of the shares.
Although the Rights Plan is effective immediately, the Company intends to submit the Plan to the shareholders of the Company for confirmation at the Company's next annual general meeting of shareholders expected to be held in the first half of 2006. If confirmed by the shareholders at this meeting, the Plan will be effective until the annual general meeting of shareholders to be held in 2010 and, if reconfirmed by shareholders at that meeting, will continue in effect until the annual general meeting of shareholders to be held in 2013.
Forest Gate is a publicly traded mineral exploration company with diamond properties in Saskatchewan and Quebec. The company's shares trade under the symbol FGT on the TSX Venture Exchange.
For further information: ROBERT KRAMBERGER, VICE PRESIDENT, SHAREHOLDER RELATIONS, FOREST GATE RESOURCES INC., 866-666-3040, RKRAMBERGER(AT)FORESTGATE.CA, WWW.FORESTGATE.CA OR TREVOR BURNS, PRESIDENT, TIGER CAPITAL CORPORATION, TORONTO, ONTARIO, (416) 252-3663, INVESTOR(AT)TIGERCAPITAL.COM
